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   Exhibit 10.12  


        THIS
DEPOSIT DEED is made the 27 day of October Two Thousand and Three between THE UNIVERSITY OF SURREY ("the Licensor") (1) and Jamdat Mobile (UK) whose registered office
is situated at: Temple Back East, Temple Quay, Bristol BS1 BEG ("the Licensee") (2). 


WHEREAS:  


	(A)
	This
deed Is supplemental to a Licence of even date herewith ("the Licence") made between the Llcensor (1) and the Licensee (2) whereby the premises shortly known as
Designated Space in the Surrey Technology Centre was licensed to the Licensee.



	(B)
	On
or before the execution hereof the Licensee has deposited with the Licensor the sum of £3,900 (Three Thousand Nine Hundred Pounds) to be held or applied by the Licensor
upon the terms hereinafter specified. 



NOW
THIS DEED WITNESSETH as follows: 



	1.
	IN
this deed



	(a)
	"the
deposit" means the hereinbefore recited amount paid by way of deposit and any amount or amounts from time to time in the account hereinafter referred to



	(b)
	"the
Licensee's obligations" means the obligations of the Licensee to pay the Licence fee under the Licence and to perform and observe the other conditions on the part of the Licensee
contained in the Licence.






	2.
	THE
Licensor shall pay the amount representing the deposit into an account ("the account") with National Westminster Bank PLC ("the Bank") or such other major joint stock Bank as the
Licensor shall decide.



	3.
	THE
Licensee hereby agrees with the Licensor that if and whenever any monies are due to the Licensor under the Licence and the Licensee shall fail to pay the same within fourteen days
of demand then in any such case the Licensor may (without prejudice to its remedies under the Licence) withdraw from the account for its own use and benefit such sum as may be required to satisfy any
such payment or liability. PROVIDED ALWAYS THAT in this event of the Licensor withdrawing any sums from such account as aforesaid the Licensee will replace the same (within 7 days of request by
the Licensor) to the intent that the said account shall at all times be maintained at the figure of £3,920 aforesaid.



	4.
	SUBJECT
as herein provided the Licensor shall release the deposit or any remaining balance thereof to the Licensee within thirty days of the expiry of the Licence PROVIDED that if on
the date so provided for release there shall be a subsisting breach of any of the Licensee's obligations the Licensor shall not be obliged to release the deposit until thirty days after all such
breaches have been remedied.



	5.
	THE
Licensor's rights hereunder shall not be affected discharged or prejudiced in any way by any time given or any indulgence granted or other concession made by the Licensor to the
Licensee and nothing herein contained shall prejudice or affect the obligations of the Licensee under the Licence. 


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        IN
WITNESS whereof these presents have been executed by the parties hereto the day and year first before written. 



	

/s/ DR. MALCOLM PARRY
 Signed by Dr Malcolm Parry

for and on behalf of The University Secretary	
 	

 
	

/s/ JUAN MONTES
 Signed for and on behalf of	
 	

JAMDAT Mobile (UK) Ltd.
 (Company name)




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   STANDARD LICENCE: UNIT 35 THE SURREY TECHNOLOGY CENTRE  


THIS
LICENCE Is made on the 24 day of November 2003. 


BETWEEN:
(1) the Licensor UNIVERSITY OF SURREY of Guildford, Surrey GU2 5XH; and 


	(2)
	the
Licensee:    JAMDAT Mobile (UK) 



of:
[registered office] Temple Back East, Temple Quay, Bristol BSI 6EG 


(Company
registration number 4671042. 


1.     DEFINITIONS


        Throughout
this Licence the following words and expressions have the following meanings: 



	"Building"	 	that part of the Site edged red on Plan 1
	

"Car Park"	
 	

that part of the Site edged green on Plan 2
	

"Licence Fee"	
 	

the initial yearly sum of £33,960 exclusive of VAT to be increased on 1 December 2004 and on each anniversary of this date at a compound rate of five (5) per centum (%) per annum
	

"Parking Spaces"	
 	

that part of the Car Park coloured brown on Plan 2
	

"Parties"	
 	

the Licensor and the Licensee
	

"Plan 1"	
 	

the plan attached to this Licence marked Plan 1
	

"Plan 2"	
 	

the plan attached to this Licence marked Plan 2
	

"Plan 3"	
 	

the plan attached to this Licence coloured yellow and marked Plan 3 (Part 1 or Part 2)
	

"Premises"	
 	

that part of the Building edged yellow on Plan 3 (Part 1 or Part 2)
	

"Rights"	
 	

the rights listed in Schedule One to this Licence
	

"Services"	
 	

the services listed in Schedule Two to this Licence
	

"Site"	
 	

that part of the Licensor's land edged blue on Plan 1 and each and every part thereof
	

"Term"	
 	

60 days calculated from the date of this Licence and thereafter from month to month until terminated in accordance with clause 7.2 of this Licence.





2.     LICENCE


        The
Licensor grants the Licensee the right to use the Premises and the other Rights for the Term 


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3.     LICENSEE'S UNDERTAKINGS


        The
Licensee undertakes with the Licensor that it will throughout the Term: 


Licence Fee  


        3.1.1    pay
the Licence Fee by standing order in equal monthly payments In advance on the first day of each calendar month without any deduction (whether by way of
set-off or otherwise) whatsoever. The first payment to be made on the date of this Licence. Details of the Licensor's bank for the purposes of setting up the standing order are set out in
Schedule 3 


Value Added Tax  


        3.2    pay
VAT (If any) on the Licence Fee and any other moneys that the Licensee is obliged to pay to the Licensor 



Cleaning  


        3.3    keep
the Premises (Including all internal glazing) in a clean and tidy condition 


Carpeting  


        3.4    pay
the Licensor at the end of the Term the cost of cleaning the carpet in the Premises and, if in the opinion of the Licensor the carpet has been damaged by the
Licensee and/or its staff or visitors beyond reasonable wear and tear, the cost of replacing the carpet 



Redecorating  


        3.5    maintain
the Premises in good and decorative order and if deemed necessary by the Licensor to pay the Licensor at the end of the Term the cost of redecorating the
Premises 


Refuse  


        3.6    not
deposit any refuse on any part of the Site except in such areas and in such receptacles as may have been allocated by the Licensor for such purpose 



Cost of utilities  


        3.7    (To
the extent that the same are not included in the Services) pay all charges for electricity, gas and telecommunication services used on the Premises (including any
connection and hiring charges and meter rents) 


Use  


        3.8.1    use
the Premises only for the purposes of research development and design and ancillary activities In any science including any social science or technology in which
the research development and design are a fundamental part 


        3.8.2    not
use the Premises nor exercise the Rights in such a way as will cause nuisance annoyance damage or inconvenience to the Licensor or any other user of the Site 


Alterations  


        3.9    not
make any alterations or additions whatsoever to the Premises without the prior written consent of the Licensor 


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Alienation  


        3.10.1    not
charge assign transfer or underlet the whole or any part of the Premises 


        3.10.2    not
part with possession or share the occupation of the Premises or any part of the Premises 


        3.10.3    not
hold or occupy the Premises or any part thereof as trustee or agent or otherwise for the benefit of any third party 


        3.10.4    not
grant third parties any rights whatsoever over the Premises 


Compliance with statutes and regulations  



        3.11    comply
in all respects with the provisions of all statutes and regulations and the requirements of any competent authority relating to the Premises or anything done in
or upon them by the Licensee 


Fire precautions  


        3.12    comply
in every respect with the requirements and recommendations of the fire authority, the insurers of the Premises and the Licensor in relation to fire precautions
affecting the Premises 


Notices  


        3.13    not
display any signs or notices whatsoever on any part of the Premises or the Site without the Licenser's permission 


Obstruction  



        3.14    not
obstruct nor cause any obstruction In the Car Park or any part of the Building or Site 


Regulations  


        3.15    observe
and perform the rules and regulations from time to time made by the Licensor in connection with the orderly and proper use of the Site 


Licensor's rights to enter the Premises  



        3.16    permit
the Licensor and its agents at all reasonable times upon reasonable prior notice (except in the case of emergency) with all necessary materials appliances tools
contractors and workmen to enter end remain upon the Premises for all proper purposes 


Indemnity  


        3.17    keep
the Licenser fully indemnified from and against all actions, proceedings, claims, demands, losses, costs, expenses, damages and liability arising In any way
directly or Indirectly out of the use of the Premises by the Licensee or any persons in the Premises, any act, omission or negligence of the Licensee or any persons in the Premises or any breach of
the Licensee's covenants contained in this Licence 


Yield up  


        3.18    At
the end of the Term, quietly to yield up the Premises to the Licensor in a state of repair and condition consistent and In accordance with the covenants by the
Licensee contained in this Licence 


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4.     LICENSOR'S UNDERTAKINGS


        The
Licensor undertakes with the Licensee that It will throughout the Term use all reasonable endeavours to provide or procure the provision of the Services provided that the Licensor
shall not be liable to the Licensee for any loss damage or inconvenience which may be caused by: 


        4.1    temporary
Interruption of the Services during periods of Inspection cleaning maintenance repair renewal and/or replacement 


        4.2    circumstances
beyond its reasonable control 


5.     EXEMPTION FROM LIABILITY IN RESPECT OF ACCIDENTS



        5.1    The
Licensor shall not be responsible to the Licensee nor to any other person for any 


        5.1.1    damage
to or loss of any goods or property sustained on the Site or 


        5.2    act
omission or negligence of any employee of the Licensor 


        save
to the extent that such matters are covered by insurance maintained by the Licensor pursuant to its obligations in this Licence 


6.     NOTICES


        6.1    Notices
from the Licensee to the Licensor shaft be in writing and sent to The Director at The Surrey Research Park, 30 Frederick Sanger Road, Surrey Research Park,
Guildford, Surrey. GU2 5YD. 


        6.2    Notices
from the Licensor to the Licensee shall be In writing and either sent to the Licensee at the address shown above or left at the Premises. 


7.     TERMINATION


        7.1    If
the Licensee should fail to pay the Licence Fee or to observe and perform the undertakings In this Licence the Licensor may at any time thereafter terminate this
Licence 


        7.2    If
the Licensor or the Licensee wishes to terminate this Licence at any time after the expiry of the initial 30 days of the Term It may do so by serving not less
than 30 days written notice on the other and at the expiry of such notice this Licence shall terminate 


8.     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999


        The
Parties to this Licence do not intend that any of Its terms shall be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999. 


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        IN
WITNESS whereof this Licence has been signed on behalf of the Licensor and the Licensee and is intended to be and is delivered on the date above written 



	Signed by Dr Malcolm J Parry [signature]

(for and on behalf of the University of Surrey)	 	/s/ DR. MALCOLM J. PARRY






	

Date:	
 	

27/10/2003
	
 	

 





	

Signed by [signature]	
 	

/s/ JUAN MONTES

	(for and on behalf of the Licensee)





	

Date:	
 	

27/10/2003
	
 	

 





[Please
print below the name of the person signing above on behalf of licensee and other details as requested] 



	Name:	 	Juan Montes

	

Capacity:	
 	

Managing Director






	

Company/Organisation Name:	
 	

JAMDAT Mobile (UK) Ltd.





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Schedule One    
    
    Rights    
    


	1.
	The
right to use those roads pavements and pedestrian ways within the Licensor's land and Gill Avenue and its pavements as may be reasonably necessary for the purpose only of getting
to and from the Site.



	2.
	The
right to use those entrance halls, corridors, passages lobbies, landings. staircases and lifts (If any) within the Building as may be reasonably necessary for the purpose only of
getting to and from the Premises together with the right to use the lavatories and other amenities within the Building.



	3.
	The
exclusive right to use the Parking Spaces for the parking of private motor cars end light vans provided that the Licensor may at its absolute discretion and from time to time
provide the Licensee with alternative and/or additional parking spaces as the Licensor may decide 


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Schedule Two    
    
    Services    
    


        The
Services are those services and amenities set out below: 



	1.
	Repairing
maintaining and keeping the Site in good and substantial repair and condition but not the internal decoration of the Premises



	2.
	Rebuilding
reinstating renewing and replacing the Site as often as the Licensor shall reasonably consider necessary



	3.
	Planting
maintaining tending and cultivating any flowerbeds, shrubberies, grassed or landscaped areas within the Site



	4.
	Providing
heating ventilation and hot water to the Building at such times and in such quantity and quality as the Licensor shall deem necessary



	5.
	Operating
inspecting testing maintaining servicing cleaning repairing renewing and replacing all the Licensor's plant on the Site as often as the Licensor shall reasonably consider
necessary



	6.
	Operating
inspecting testing servicing cleaning heating cooling ventilating lighting decorating patrolling end guarding (as appropriate and as the Licensor shall reasonably consider
necessary) the Site but not cleaning the inside of the windows and window frames in the Premises



	7.
	Insuring
the Site (but not the contents of the Premises) In such amount and against such risks as the Licensor shall deem necessary



	8.
	Providing
a telephone switchboard and the services of a telephonist/receptionist during the hours of 0900 to 1730 Monday to Friday



	9.
	Providing
repairing and maintaining such fire prevention and fire-fighting equipment on the Site as the Licensor shall reasonably consider necessary



	10.
	Collecting
storing and disposing of refuse including providing maintaining repairing and replacing refuse compactors waste processors or similar equipment on the Site



	11.
	Maintaining
repairing end decorating such street and other furniture furnishings and features on the Site as the Licensor may reasonably consider appropriate



	12.
	Maintaining
repairing decorating and replacing such signs and notices as the Licensor may reasonably consider appropriate on the Site



	13.
	Operating
maintaining repairing and replacing such security systems and employing such security personnel as the Licensor may reasonably consider necessary (if any) exclusively in
respect of the Site



	14.
	Taking
such steps as may be necessary for the control of pests and vermin and any other steps reasonably necessary to safeguard the health and safety of persons using the Site



	15.
	Carrying
out the clearing of snow and ice from the Site and gritting the same as necessary



	16.
	Paying
all rates and other outgoings (whether or not of an entirety novel character (other than the Licence Fee)) In respect of the Site and whether or not of a capital or
nonrecurring nature



	17
	Complying
with the provisions or requirements of ail statutes and regulations affecting the Site and the proper cost of opposing making representations in respect of and/or complying
with the provisions or requirements thereof



	18.
	Taking
such steps as the Licensor shall reasonably consider necessary for complying with making representations against or otherwise contesting the incidence of the provisions of any
statute or regulation concerning town planning public health highways streets drainage or other matters relating to or alleged to relate to the Site



	19.
	Carrying
out such other works and providing such other services of a similar type or character as set out in paragraphs 1 to 18 above as the Licensor shall reasonably and properly
consider appropriate to be carried out and provided for the Site for the proper maintenance and servicing of any part of parts thereof 



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Schedule Three    
    
    Bank Details    
    



	BANK:	 	National Westminster Bank plc
	

ADDRESS:	
 	

University of Surrey Branch

PO Box 236

University of Surrey

Guildford

Surrey

GU2 7XH




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[Floor
Plan of Premises] 


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QuickLinks


Schedule One Rights


Schedule Two Services


Schedule Three Bank Details